CHOY, Circuit Judge:
I. FACTUAL AND PROCEDURAL BACKGROUND
On December 27, 1988 plaintiffs/appellants filed a complaint against defendants/appellees alleging violations of sections 12(1) and 12(2) of the Securities Act of 1933 ("the 1933 Act"), 15 U.S.C. section 77l(1),(2), and section 10(b) of the Securities Exchange Act of 1934 ("the 1934 Act"), 15 U.S.C. § 78j(b), as well as various violations of California state law.
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